EX-99.1

NUCANA PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


	For the Six Months Ended June 30,
	Share capital		Share premium			Own share reserve			Share option reserve			Foreign currency translation reserve			Capital reserve		Accumulated deficit			Total equity attributable to equity holders

	(in thousands)
	£		£			£			£			£			£		£			£
Balance at January 1, 2022		2,087		141,050			(339	)		30,027			(17	)		42,466		(149,726	)		65,548
Loss for the period		—		—			—			—			—			—		(12,295	)		(12,295	)
Other comprehensive income for the period		—		—			—			—			56			—		—			56

Total comprehensive loss for the period		—		—			—			—			56			—		(12,295	)		(12,239	)
Share-based payments		—		—			—			2,741			—			—		—			2,741
Exercise of share options		1		—			—			(118	)		—			—		102			(15	)
Lapse of share options		—		—			—			(172	)		—			—		172			—

Balance at June 30, 2022		2,088		141,050			(339	)		32,478			39			42,466		(161,747	)		56,035


Balance at January 1, 2023		2,095		141,108			(339	)		33,701			44			42,466		(180,573	)		38,502
Loss for the period		—		—			—			—			—			—		(13,281	)		(13,281	)
Other comprehensive expense for the period		—		—			—			—			(38	)		—		—			(38	)

Total comprehensive loss for the period		—		—			—			—			(38	)		—		(13,281	)		(13,319	)
Share-based payments		—		—			—			2,195			—			—		—			2,195
Exercise of share options		1		—			—			(90	)		—			—		84			(5	)
Lapse of share options		—		—			—			(230	)		—			—		230			—
Issue of share capital		1		10			—			—			—			—		—			11
Share issue expenses		—		(2	)		—			—			—			—		—			(2	)

Balance at June 30, 2023		2,097		141,116			(339	)		35,576			6			42,466		(193,540	)		27,382

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NUCANA PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Six Months Ended June 30,
	2023			2022

	(in thousands)
	£			£
Cash flows from operating activities
Loss for the period		(13,281	)		(12,295	)
Adjustments for:
Income tax credit		(1,679	)		(3,226	)
Amortization and depreciation		288			470
Movement in provisions		(1,109	)		—
Finance income		(465	)		(163	)
Interest expense on lease liabilities		16			5
Share-based payments		2,195			2,741
Net foreign exchange losses (gains)		1,285			(4,283	)

		(12,750	)		(16,751	)
Movements in working capital:
Decrease in prepayments, accrued income and other receivables		1,288			295
(Decrease) increase in trade payables		(124	)		312
Decrease in payroll taxes, social security and accrued expenditure		(4,598	)		(1,524	)

Movements in working capital		(3,434	)		(917	)

Cash used in operations		(16,184	)		(17,668	)

Net income tax paid		(2	)		—

Net cash used in operating activities		(16,186	)		(17,668	)

Cash flows from investing activities
Interest received		482			161
Payments for property, plant and equipment		(5	)		(10	)
Payments for intangible assets		(291	)		(276	)

Net cash from (used in) investing activities		186			(125	)

Cash flows from financing activities
Payments for lease liabilities		(84	)		(148	)
Proceeds from issue of share capital – exercise of share options		1			1
Proceeds from issue of share capital		11			—
Share issue expense		(2	)		—

Net cash used in financing activities		(74	)		(147	)

Net decrease in cash and cash equivalents		(16,074	)		(17,940	)
Cash and cash equivalents at beginning of period		41,912			60,264

Effect of exchange rate changes on cash and cash equivalents		(1,194	)		4,204

Cash and cash equivalents at end of period		24,644			46,528

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NUCANA PLC

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General information

NuCana plc (“NuCana” or the “Company”) is a clinical-stage biopharmaceutical company developing a portfolio of new medicines to treat patients with cancer. NuCana is harnessing the power of phosphoramidate chemistry to generate new medicines called ProTides. These compounds have the potential to improve cancer treatment by enhancing the efficacy and safety of several current standards of care.

The Company has had American Depository Shares (“ADSs”) registered with the US Securities and Exchange Commission (“SEC”) and has been listed on The Nasdaq Global Select Market (“Nasdaq”) since October 2, 2017. The Company is incorporated in England and Wales and domiciled in the United Kingdom. The Company’s registered office is located at 77/78 Cannon Street, London EC4N 6AF, United Kingdom and its principal place of business is located at 3 Lochside Way, Edinburgh, EH12 9DT, United Kingdom.

The Company has three wholly owned subsidiaries, NuCana, Inc., NuCana Limited and NuCana BioMed Trustee Company Limited (together referred to as the “Group”).

The financial information presented in these unaudited condensed consolidated financial statements does not constitute the Group’s statutory accounts within the meaning of section 434 of the U.K. Companies Act 2006.

The Group’s statutory accounts for the year ended December 31, 2022 have been reported on by the Company’s auditor, and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified and (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report.

2. Significant accounting policies

Basis of preparation

The unaudited condensed consolidated financial statements (the “financial statements”) for the three months and six months ended June 30, 2023 have been prepared in accordance with International Accounting Standard 34, “

Interim Financial Reporting”

(“IAS 34”). The significant accounting policies and methods of computation applied in the preparation of the financial statements are consistent with those applied in the Company’s annual financial statements for the year ended December 31, 2022. No new standards, amendments or interpretations have had an impact on the financial statements for the three months and six months ended June 30, 2023. The financial statements comprise the financial statements of the Group at June 30, 2023. The financial statements are presented in pounds sterling, which is also the Company’s functional currency. All values are rounded to the nearest thousand, except where otherwise indicated.

The financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2022.

In the opinion of management, these unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair statement of the results of operations, financial position and cash flows. The results of operations for the three months and six months ended June 30, 2023 are not necessarily indicative of the results that can be expected for the Company’s fiscal year ending December 31, 2023.

Going concern

In common with many companies in the biopharmaceutical sector, the Company incurs significant expenditure in its early years as it researches and develops its potential products for market.

The Company’s board of directors, having reviewed the operating budgets and development plans for the 15 month period to September 30, 2024, considers that the Company has adequate resources to continue in operation for the foreseeable future. The board of directors is therefore satisfied that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements. The Company believes that its cash and cash equivalents of £24.6 million at June 30, 2023 will be sufficient to fund its current operating plan for at least the next 12 months.

As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. The Company may never achieve profitability, and unless and until it does, it will continue to need to raise additional capital. There can be no assurances, however, that additional funding will be available on acceptable terms.

Judgements and estimates

The accounting estimates and judgements made by management in applying the Group’s accounting policies that have the most significant effect on the amounts included within these financial statements were the same as those that applied to the annual financial statements for the year ended December 31, 2022.

3. Income tax


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022

	(in thousands)
	£			£			£			£
Current tax:
In respect of current period U.K.		882			1,188			1,870			3,215
In respect of prior period U.K.		(206	)		—			(206	)		—
In respect of current period U.S.		—			(1	)		(1	)		(1	)

		676			1,187			1,663			3,214
Deferred tax:
In respect of current period U.S.		9			7			17			12
In respect of prior period U.S.		—			—			(1	)		—

Income tax credit		685			1,194			1,679			3,226

The income tax credit recognized primarily represents the U.K. research and development tax credit. In the United Kingdom, the Company is able to surrender some of its losses for a cash rebate of up to 26.97% of expenditure related to eligible research and development projects incurred on or after April 1, 2023 (33.35% prior to April 1, 2023).


	June 30, 2023		December 31, 2022

	(in thousands)
	£		£
Current income tax receivable
U.K. tax		8,030		6,366
U.S. tax		3		1

		8,033		6,367

Deferred tax asset
U.S. deferred tax asset		113		103

4. Basic and diluted loss per share


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022

	(in thousands, except per share data)
	£			£			£			£
Loss for the period		(5,414	)		(3,892	)		(13,281	)		(12,295	)

Basic and diluted weighted average number of shares		52,389			52,196			52,384			52,190

Basic and diluted loss per share		(0.10	)		(0.07	)		(0.25	)		(0.24	)

Basic loss per share is calculated by dividing the loss for the period attributable to the equity holders of the Company by the weighted average number of shares outstanding during the period.

The potential shares issued through equity settled transactions were considered to be anti-dilutive as they would have decreased the loss per share and were therefore excluded from the calculation of diluted loss per share.

5. Intangible assets

Intangible assets comprise patents with a carrying value of £2.6 million as of June 30, 2023 (as of December 31, 2022: £2.4 million).

During the six months ended June 30, 2023, the Company acquired intangible assets with a cost of £0.3 million in relation to patents.

6. Other assets


	June 30, 2023		December 31, 2022

	(in thousands)
	£		£
Other assets		2,596		2,684

In April 2021, the Company initiated legal proceedings against Gilead Sciences Ireland UC and Gilead Sciences GmbH in the German Regional Court of Dusseldorf (“RC Dusseldorf”) for patent infringement for the sale of Sovaldi as well as its combination products Harvoni, Vosevi and Epclusa in Germany. Later in 2021, the Company provided a security of €3.0 million by depositing funds with RC Dusseldorf to cover the legal costs of Gilead Sciences Ireland UC and Gilead Sciences GmbH in the event that the Company was unsuccessful in the final outcome of the patent infringement litigation in Germany.

In May 2023, the Company abandoned all proceedings in Germany and reached a settlement agreement with Gilead Sciences Ireland UC and Gilead Sciences GmbH, and as a result, the security deposit has been repaid in full in July 2023.

7. Cash and cash equivalents


	June 30, 2023		December 31, 2022

	(in thousands)
	£		£

Cash and cash equivalents		24,644		41,912

Cash and cash equivalents comprise cash at banks with deposit maturity terms of three months or less. Cash at banks earns interest at fixed or variable rates based on the terms agreed for each account.

8. Share-based payments

The Company has six share-based payment plans for employees, directors and consultants. The share options granted will be settled in equity. If the Company determines, and at its discretion, an arrangement may be made under the 2020 Long-Term Incentive Plan to substitute the right to acquire shares with a cash alternative of equivalent value. Options granted under each of the six plans have a maximum life of 10 years.

As detailed in the table below, during the six months ended June 30, 2023, 2,695,639 share options were granted under the 2020 Long-Term Incentive Plan (six months ended June 30, 2022: 1,115,925 share options granted). Options granted under this plan will vest if the option holder remains under respective contract of employment or contract of service for the agreed vesting period. The share options granted in the period will vest over a period of up to four years.

The fair values of options granted were determined using the Black-Scholes model that takes into account factors specific to the share incentive plan such as the assumption that the options are exercised at a point in time of up to two years after vesting. This has been incorporated into the measurement by means of actuarial modelling. As NuCana plc was unlisted until October 2, 2017, it is not possible to derive historical volatility from the Company’s ADSs prior to October 2017. For options with an estimated life of greater than five years, the underlying expected volatility was determined by using the average of the historical volatility of similar listed entities as a proxy. Options granted with an estimated life of five years or less, have been valued using the Company’s own historical volatility rates.


	Options granted on

	January 11, 2023			January 11, 2023			January 11, 2023
Vesting dates		January 11, 2024			January 11, 2024			January 11, 2024
		January 11, 2025			January 11, 2025			January 11, 2025
		January 11, 2026			January 11, 2026			January 11, 2026
		January 11, 2027			January 11, 2027			January 11, 2027
Volatility		97.11	%		105.11	%		116.33	%
Dividend yield		0	%		0	%		0	%
Risk-free investment rate		3.31	%		3.34	%		3.38	%
Fair value of option at grant date	£	0.87		£	1.19		£	1.19
Fair value of share at grant date	£	1.23		£	1.23		£	1.23
Exercise price at date of grant	£	1.23		£	0.04		£	0.04
Lapse date		January 11, 2033			January 11, 2033			—
Expected option life (years)		4.5			3.5			2.5
Number of options granted		1,774,176			655,425			219,163

	June 16, 2023			June 16, 2023
Vesting dates		June 16, 2024			June 16, 2024
Volatility		121.58	%		124.98	%
Dividend yield		0	%		0	%
Risk-free investment rate		4.98	%		4.99	%
Fair value of option at grant date	£	0.56		£	0.55
Fair value of share at grant date	£	0.59		£	0.59
Exercise price at date of grant	£	0.04		£	0.04
Lapse date		June 16, 2033			—
Expected option life (years)		2.0			1.0
Number of options granted		37,500			9,375

For the three months ended June 30, 2023, the Company recognized £1.1 million of share-based payment expense in the statement of operations (three months ended June 30, 2022: £1.2 million). For the six months ended June 30, 2023, the Company has recognized £2.2 million of share-based payment expense in the statement of operations (six months ended June 30, 2022: £2.7 million).

9. Share capital and share premium


	June 30, 2023		December 31, 2022

	(in thousands)
	£		£
Share capital		2,097		2,095
Share premium		141,116		141,108

	143,213		143,203


	Number (in thousands)
Issued share capital comprises:
Ordinary shares of £0.04 each		52,403		52,373


	Number of shares		Share capital		Share premium

	(in thousands)
Fully paid shares:			£		£
Balance at December 31, 2022		52,373		2,095		141,108
Issue of shares on exercise of options		14		1		—
Issue of shares		16		1		8

Balance at June 30, 2023		52,403		2,097		141,116

10. Provisions


	Legal proceedings			Dilapidations			Total

	(in thousands)
	£			£			£
Balance at December 31, 2022		4,100			46			4,146
Additions		—			21			21
Reverse unused		(46	)		—			(46	)
Utilized		(801	)		(9	)		(810	)
Transfer from prepayments, accrued income and other receivables		(247	)		—			(247	)
Effect of foreign currency exchange differences		(6	)		—			(6	)

Balance at June 30, 2023		3,000			58			3,058

Classified as:
Current		3,000			—			3,000
Non-current		—			58			58

		3,000			58			3,058

All obligations arising from the patent infringement litigation in the U.K. and Germany, reflected within legal proceedings, have been confirmed as at June 30, 2023.


			June 30, 2023			December 31, 2022

			(in thousands)
	Notes		£			£
Assets
Non-current assets
Intangible assets		5		2,553			2,365
Property, plant and equipment				701			866
Deferred tax asset		3		113			103

			3,367			3,334

Current assets
Prepayments, accrued income and other receivables				2,617			3,957
Current income tax receivable		3		8,033			6,367
Other assets		6		2,596			2,684
Cash and cash equivalents		7		24,644			41,912

			37,890			54,920

Total assets				41,257			58,254

Equity and liabilities
Capital and reserves
Share capital and share premium		9		143,213			143,203
Other reserves				77,709			75,872
Accumulated deficit				(193,540	)		(180,573	)

Total equity attributable to equity holders of the Company				27,382			38,502

Non-current liabilities
Provisions		10		58			46
Lease liabilities				279			396

			337			442

Current liabilities
Trade payables				4,679			4,803
Payroll taxes and social security				189			162
Accrued expenditure				5,384			10,002
Lease liabilities				286			243
Provisions		10		3,000			4,100

			13,538			19,310
Total liabilities				13,875			19,752

Total equity and liabilities				41,257			58,254